Regulatory

【TKI Voice】Japan’s New Rules for Fair Transactions: Practical Responses to the “Amended Logistics Special Designations” and “New Payment Notification”

Japan’s New Rules for Fair Transactions: Practical Responses to the "Amended Logistics Special Designations" and "New Payment Notification"

This page provides an English executive summary of the Japanese article “【TKI Voice】取引適正化の新ルール全体像——「物流特殊指定」の改正と「支払告示」への実務対応”. The full article is available in Japanese.

Executive Summary / Key Questions (FAQ)
  • Q1. What are the "New Rules under the Antimonopoly Act" taking effect in April 2027?
    A1. The new rules applying and taking effect in April 2027 consist of four key elements: (1) Amendments to the Special Designation on Logistics, (2) Amendments to the Guidelines Concerning Abuse of a Superior Bargaining Position under the Antimonopoly Act, (3) The New Special Designation on Payment Conditions (Payment Notice), and (4) Enforcement Standards for the Payment Notice. They aim to ensure fair transactions across supply chains by using the Antimonopoly Act to cover transactions—including those between large enterprises—that fall outside the formal capital or employee criteria of the Subcontracting Transaction Optimization Act (the "Optimization Act")
  • Q2. What does the "Regulations on Consignees" entail under the amended Special Designation on Logistics?
    A2. It prohibits "consignees" (receiving parties), even if they have no direct contract with transport operators, from "improperly harming the interests" of "consignors" by demanding non-contracted cargo handling/ancillary work or requesting sudden changes. As an exception, a consignee's request is not regarded as "improperly harming the interests" of the consignor — and is therefore lawful — where there is a prior agreement between the consignor and the consignee and the associated costs are duly borne. In practice, the parties must keep records of the consultation process, such as emails.
  • Q3. What are the main differences between the "Payment Notice" and the "Subcontractors Act"?
    A3. They differ significantly in applicability criteria and legal enforcement measures. While the Optimization Act applies based on formal criteria (capital size, etc.) and results in recommendations or warnings for non-compliance, the Payment Notice is determined by the actual superior/subordinate relationship and carries cease-and-desist orders for violations. Furthermore, unlike the Optimization Act, the Payment Notice explicitly allows exceptions for "justifiable reasons," such as when detailed inspections are required.
  • Q4. How is a "subordinate bargaining position" determined under the Payment Notice?
    A4. It is comprehensively evaluated based on four factors: degree of transaction dependence, market position, feasibility of changing business partners, and necessity of the transaction. Under the enforcement standards, if an order recipient's business scale (capital, number of employees, revenue, etc.) is smaller than the orderer's, a subordinate position is generally presumed unless special circumstances exist.
Read the Full Article (Japanese)

This English page is provided for informational purposes only. The Japanese version constitutes the authoritative text.

(Editorial supported by:Naoki Uemura , Yuto Nakamura


Naoki Uemura
シニアカウンセル
Email:naoki.uemura@tkilaw.com
Yuto Nakamura
アソシエイト
Email:yuto.nakamura@tkilaw.com